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MidCoast tilted toward Citizens Financial early on in M&A process, filing shows

When MidCoast Community Bancorp Inc. engaged Boenning & Scattergood Inc. to solicit preliminary indications of interest, it contacted 25 parties, of which 12 executed nondisclosure agreements.

Three of those 12 parties submitted an initial indication of interest. Those three were Citizens Financial Services Inc. and two other companies, referred to as Party A and Party B in a regulatory filing.

Citizens' initial indication of interest proposed that it would pay consideration in the range of $6.00 per share to $6.50 per share, in the aggregate, with 80% of the consideration to be paid in common stock and 20% to be paid in cash. Party A proposed to pay between $5.50 per share to $5.75 per share with 75% of the consideration to be paid in shares of its common stock and the remaining 25% to be paid in cash. Party B proposed to purchase up to $25 million of MidCoast's outstanding common stock directly from its shareholders, depending on which shareholders expressed an interest, at a price of $5.37 per share, payable in cash. Shortly after, Party B would invest an additional $25.0 million in MidCoast by buying shares of a new, undefined class of MidCoast stock. Party B's business plan for MidCoast, post-acquisition, would involve developing MidCoast into a national specialty lending platform. Party B also indicated that MidCoast would be expected to pay Party B's expenses in engaging in the transaction.

The board asked Citizens to provide a specific bid instead of a range, and decided against going ahead with the other two proposals. Party B would go on to revise its offer multiple times, and the MidCoast board rejected them for reasons including difficulty to obtain regulatory approval.

At a July 16 meeting, Citizens presented a firm proposal to acquire all of the MidCoast common stock at $6.50 per share. It proposed to pay 20% of the purchase price in cash and 80% in common stock. When Citizens was asked to increase the value of its indication of interest by 25 cents per share, it declined but agreed to increase the cash consideration to 25% from 20%.

Over the next months, the parties worked to finalize the terms, and the deal was announced Sept. 18.